1
EXHIBIT 4.1.4
[LOGO] FIRST
1ST TENNESSEE
BANK
GUARANTY AGREEMENT
For Value Received, And in consideration of credit given or to be given,
advances made or to be made, or other financial accommodation from time to time
afforded or to be afforded to P.A.M TRANSPORT, INC., an Arkansas corporation
(hereinafter called the "Borrower") and/or his, her, their or its successors or
assigns, by First Tennessee Bank National Association, or its successors,
endorsees, transferees and assigns (all of which are hereinafter called the
"Bank"), the undersigned hereby jointly and severally, for themselves, their
heirs, executors, administrators and successors, guarantee the full and prompt
payment to the Bank, at maturity and at all times thereafter, of any and all
indebtedness, obligations and liabilities of every kind and nature (all of
which are hereinafter collectively referred to as "indebtedness"), however
created, arising or evidenced, of the Borrower to the Bank (including all
liabilities of any partnership created or arising while the Borrower may have
been or may be a member thereof), whether now existing or hereafter created or
arising, whether direct or indirect, absolute or contingent, joint or several,
and howsoever owned, held or acquired, whether through discount, overdraft,
purchase, direct loan or as collateral, or otherwise: together with all
expenses, legal and/or otherwise (including court costs and attorney's fees)
incurred by the Bank in collecting or endeavoring to collect such indebtedness
or any part thereof, in protecting any collateral, and in enforcing this
guaranty. The right of recovery, however, against each of the undersigned is
limited to
TEN MILLION AND NO/100 ------------------------ Dollars ($10,000,000.00),
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plus interest on all loans and/or advances hereunder and all expenses
hereinbefore mentioned.
THIS GUARANTY SHALL BE A CONTINUING, ABSOLUTE, AND UNCONDITIONAL GUARANTY and
shall apply to and cover all loans, discounts or renewals thereof, made by the
Bank to the Borrower at any time, and any and all indebtedness, of any nature
and howsoever arising or created or evidenced, now owing or hereafter created
to the Bank by the Borrower, and shall remain in full force and effect until
written notice of its discontinuance, addressed to the President of the Bank,
shall be actually received by the Bank (the burden of proof of receipt by the
Bank of such notice being in all cases upon the undersigned), and also until
any and all said indebtedness, or any extensions or renewals thereof, existing
before receipt of such notice, and expenses in connection therewith, shall be
fully paid. Regardless of when a renewal or extension of pre-termination debt
occurs (with or without adjustment of interest rate or other terms), the debt
is deemed to have been incurred prior to termination to the extent of the
renewal or extension, and to be fully covered by this guaranty. The death,
dissolution or withdrawal of any one or more of the undersigned shall not
terminate this guaranty until notice of any such death, dissolution or
withdrawal, given as above provided, shall have actually been received by the
Bank, and until all of said indebtedness, or any extensions or renewals thereof,
existing before receipt of such notice shall be fully paid. And in the event
of any such death, dissolution or withdrawal and notice thereof to the Bank,
this guaranty shall, notwithstanding, continue and remain in force against the
survivor or survivors, or the remainder, of the undersigned until discontinued
as hereinabove provided.
The Bank is hereby authorized to make from time to time, without notice to
anyone: any renewals or extensions, (whether such renewals or extensions be in
whole or in part and without limit as to the number of such extensions or of
the renewal periods thereof, and without notice to or further assent from the
undersigned), sales, pledges, surrenders, compromises, settlements, releases,
indulgences, alterations, substitutions, exchanges, changes in, modifications,
or other dispositions including, without limitation, cancellations, of all or
any part of the collateral pledged to secure the indebtedness and all or any
part of said indebtedness, either express or implied, or of any contracts or
instruments evidencing any thereof, or of any security or collateral therefor,
and/or take any security for or other guaranties upon any of said indebtedness,
and the liability of the undersigned hereunder shall not be in any manner
affected, diminished or impaired thereby, or by any lack of diligence, failure,
neglect or omission on the part of the Bank to make any demand or protest, or
give any notice of dishonor or default, or to realize upon or protect any of
said indebtedness, or any collateral or security therefor, or to exercise any
lien upon or right of appropriation or set-off of any monies, accounts,
credits, or property of the Borrower, possessed by the Bank, towards the
liquidation of said indebtedness, or by any application of payments or credits
thereon. The Bank shall have the exclusive right to determine how, when and
what application of payments and credits, if any, shall be made on said
indebtedness, or any part thereof, and shall be under no obligation, at any
time, to first resort to, make demand on, file a claim against, or exhaust its
remedies against the Borrower, any one or more of the undersigned, or other
persons or corporations, their properties or estates, or to resort to or
exhaust its remedies against any collateral, security, property, liens or other
rights whatsoever. It is expressly agreed that the Bank may at any time make
demand for payment on, or bring suit against, the undersigned guarantors,
jointly or severally, or any one or more of the undersigned, less than all, and
may compound with any one or more of the undersigned for such sums or on such
terms as it may see fit, without notice or consent, the same being hereby
expressly waived, and release such of the undersigned from all further
liability to the Bank hereunder, without thereby impairing the rights of the
Bank in any respect to demand, sue for and collect the balance of the
indebtedness from any of the undersigned guarantors not so released: and that
any claims against the Borrower accruing to the undersigned by reason of
payments made hereunder shall be subordinate to any indebtedness then or
subsequently owned by the Borrower to the Bank. In addition, the liability of
the undersigned guarantors shall not be affected by any lack of validity or
enforceability of the guaranteed debt. As security for the undertakings and
obligations of the undersigned hereunder, the undersigned and each of them
expressly grant and give to the Bank a right of immediate set-off, without
demand or notice, of the balance of every deposit account, now or at any time
hereafter existing, of the undersigned with the Bank, and a general lien upon,
and security interest in, all money, negotiable instruments, commercial paper,
notes, bonds, stocks, credits and/or choses in action, or any interest therein,
and any other property, rights, and interests of the undersigned or any
evidence thereof, which have or any time shall come into the possession,
custody, or control of the Bank, and, in the event of default hereunder, the
Bank may sell or cause to be sold at public or private sale in any manner which
may be lawful, for cash or credit and upon such terms as the Bank may see fit,
and (except as may be otherwise expressly provided by the Uniform Commercial
Code, or other applicable law) without demand or notice to the undersigned, all
or any of such security, and the Bank (unless prohibited by the Uniform
Commercial Code from so doing) or any other person may purchase such property,
rights or interests so sold and thereafter hold the same free of any claim or
right or whatsoever kind, including any right or equity of redemption, of the
undersigned, such demand, notice, right or equity of redemption being hereby
expressly waived and released.
In the event of the death, incompetency, dissolution, liquidation, insolvency
(however evidenced) of, or institution of bankruptcy or receivership
proceedings by or against the Borrower, all of the indebtedness of the Borrower
then existing shall, for the purposes of this guaranty, and at the option of
the Bank, immediately become due and payable from the undersigned; and, in such
event, any and all sums or payments of any nature which may be or become due
and payable by the Borrower to any of the undersigned are hereby assigned to
the Bank, and shall be collectible by the Bank, without necessity for other
authority than this instrument, until all such indebtedness of the Borrower to
the Bank shall be fully paid and discharged, but such collection by the Bank
shall not in any respect affect, impair or diminish any other rights of the
Bank hereunder.
The granting of credit from time to time by the Bank to the Borrower, in excess
of the amount to which right of recovery under this guaranty is limited and
without notice to the undersigned, is hereby expressly authorized and shall in
no way affect or impair this guaranty; and, in event that the indebtedness of
the Borrower to the Bank shall so exceed the amount to which the guaranty is
limited, any payments by the Borrower to the Bank, or any collections or
recovery by the Bank from any sources other than this guaranty may first be
applied by the Bank to any portion of the indebtedness which exceeds the limits
of this guaranty.
The Bank may, without any notice whatsoever to anyone, sell, assign or transfer
all or any part of said indebtedness, and in that event each and every
immediate and successive assignee, transferee or holder of all or any part of
said indebtedness shall have the right to enforce this guaranty, by suit or
otherwise, for the benefit of such assignee, transferee or holder, as fully as
though such assignee, transferee or holder were herein by name given such
rights, powers and benefits; but the Bank shall have an unimpaired right, prior
and superior to that of any said assignee, transferee or holder, to enforce
this guaranty for the benefit of the Bank, as to so much of said indebtedness
that it has not sold, assigned or transferred.
No act of commission or omission of any kind, or at any time, on the part of
the Bank in respect of any matter whatsoever shall in any way affect or impair
this guaranty. This guaranty is in addition to and not in substitution for or
discharge of any other guaranty held by the Bank. The undersigned jointly and
severally waive any right of action they might have against the Bank because of
the exercise by the Bank in any manner howsoever of any rights granted to the
Bank herein.
This guaranty contains the entire agreement between the parties and every part
thereof shall be binding upon the undersigned, jointly and severally, and upon
their respective heirs, legal representatives, successors and assigns, as fully
as though everywhere specifically mentioned, and shall be construed according
to the laws of the State of Tennessee, in which State it shall be performed by
the undersigned.
EACH OF THE PARTIES HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES AGAINST THE OTHER ON ANY MATTER
WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR UNDER
ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED (OR WHICH MAY BE
DELIVERED IN THE FUTURE) IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING
RELATIONSHIP BETWEEN THE PARTIES TO THIS AGREEMENT.
WITNESS Our respective signatures, and the acceptance hereof by the Bank, this
27 day of June, 1995
P.A.M. TRANSPORTATION SERVICES, INC.
By: /s/ Robert W. Weaver
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Title: President
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(Witness)
ATTEST:
By: /s/ Larry J. Goddard
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(Witness) Title: Vice President - Finance
SEE REVERSE SIDE FOR IMPORTANT INFORMATION
1. Notary Acknowledgement 2. Notice to Cosigner
First Tennessee Bank National Association. Member FDIC. Registered Service Mark
owned and licensed by First Tennessee National Association.
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NOTICE TO COSIGNER
You are being asked to guarantee any and all indebtedness of
the Borrower to the Bank up to the total amount set forth on the
reverse side hereof. Think carefully before you do. If the
borrower doesn't pay the debt, you will have to. Be sure you can
afford to pay if you have to, and that you want to accept this
responsibility.
You may have to pay up to the full amount of the debt if the
borrower does not pay. You may also have to pay late fees or
collection costs, which increase this amount.
The creditor can collect this debt from you without first
trying to collect from the borrower. The creditor can use the
same collection methods against you that can be used against the
borrower, such as suing you, garnishing your wages, etc. If this
debt is ever in default, that fact may become a part of YOUR
credit record.
This notice is not the contract that makes you liable for
the debt.
INDIVIDUAL ACKNOWLEDGEMENT
STATE OF TENNESSEE
COUNTY OF _________________
Personally appeared before me, ______________________________________,
with whom I am personally acquainted, and who acknowledged that __he__ executed
the within instrument for the purposes therein contained.
Witness my hand, at office, this _________ day of ______________, 19__.
My commission expires: ______________________________________
Notary Public
________________________________
CORPORATE ACKNOWLEDGEMENT
STATE OF ARKANSAS
COUNTY OF WASHINGTON
Personally appeared before me, ROBERT W. WEAVER, President of P.A.M.
TRANSPORTATION SERVICES, INC., with whom I am personally acquainted, or proved
to me on the basis of satisfactory evidence and who acknowledged that he/she
executed the within instrument for the purposes therein contained, and who
further acknowledged that he is the President of the maker and is
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(Official Capacity)
authorized by the maker to execute this instrument of behalf of the maker.
Witness my hand, at office, this 27th day of June, 1995
My commission expires: /s/ Mona A. Foster
7-18-2000 ---------------------------------------
--------- Notary Public
[SEAL]
MONA A. FOSTER
NOTARY PUBLIC
WASHINGTON COUNTY ARKANSAS